Do I need a lawyer for my seed round?
By SuLe · Updated 11 May 2026
You are not legally required to use a lawyer for a seed round, but for anything beyond a simple friends-and-family raise it is strongly advisable. The investment agreement, new articles and disclosure letter carry warranties you may sign personally, and any error surfaces in the next round's due diligence. Most institutional investors expect regulated legal input on both sides.
Key facts
- "Solicitor" is a protected, SRA-regulated title; a solicitor carries compulsory insurance and gives advice that attracts legal advice privilege.
- Shareholders' and investment agreements are commonly on the "do not DIY" list — they carry warranties you may sign personally.
- As a rough guide, a company-side seed round commonly costs £5,000–£15,000 plus VAT, driven by investor numbers and paperwork mess.
- Who pays each side's legal fees is a negotiated term, usually settled in the term sheet.
- Legal fees carry VAT at 20% — a £10,000 quote is £12,000 to your account.
Is a lawyer legally required to close a seed round?
No. Nothing in UK law says you must be represented to issue shares or sign an investment agreement. In principle a founder could run the whole thing from templates.
In practice that is rarely wise once real investors are involved. A seed round is not one document but a set — investment agreement, amended articles, disclosure letter, board and shareholder resolutions — that has to hang together and match your cap table.
Institutional and experienced angel investors will usually be legally advised themselves and will expect you to be too. A round where one side is unrepresented tends to move slowly and land badly, because someone has to explain every clause to the founder mid-negotiation.
Which seed-round documents really need a solicitor?
The three that carry the most risk are the investment (or subscription) agreement, the new articles of association, and the disclosure letter. These set your control terms and contain the warranties you give investors.
Warranties are contractual promises about the state of your company — that it owns its IP, has no undisclosed disputes, and so on. If one is untrue, you can be personally on the hook, which is exactly why this work sits on the "do not DIY" list.
The lighter documents — board minutes, standard resolutions — can often be run from good precedents. The judgement call is what is standard and what is bespoke, and that is where a startup solicitor earns their fee.
| Document | DIY-friendly? | Why |
|---|---|---|
| Investment/subscription agreement | No | Contains warranties you may sign personally |
| New articles of association | No | Sets preference, control and consent rights for years |
| Disclosure letter | No | Qualifies the warranties — errors here are costly |
| Board and shareholder resolutions | Often, from precedents | Standard mechanics, low bespoke content |
| Cap table and share certificates | Yes, if kept clean | Admin, not negotiation |
What does the legal side cost, and who pays?
As a rough guide, a company-side seed round commonly costs £5,000–£15,000 plus VAT. The range reflects the number of investors, how many rounds the terms are negotiated, and how much mess the lawyer has to tidy first.
Who pays is negotiable and usually settled in the term sheet. Founders typically expect to cover their own company's costs and sometimes contribute to the investor's, often up to a cap — pin the arrangement down in writing before completion.
Remember VAT at 20%: a £10,000 fee is £12,000 out of the round proceeds. Clean paperwork is the cheapest way to stay at the bottom of the range rather than the top.
What goes wrong when founders skip the lawyer?
The damage rarely shows up at completion — it shows up later. A warranty given carelessly, or a control right conceded without understanding it, becomes a live problem at the Series A due diligence or in a dispute.
Founders also lose legal advice privilege by using non-lawyers: a solicitor's advice can stay confidential in a dispute, template help and consultants cannot give you that. And an unrepresented founder tends to accept the investor's drafting wholesale, missing the founder protections a solicitor would flag.
The honest position is that a clean, small friends-and-family raise can sometimes run on good templates. A priced institutional round almost never should.
Worked example
Ade is closing a £600,000 seed round for Medra Ltd, a healthtech startup, led by a small VC. He instructs a startup solicitor on a fixed £8,000 fee for the company side — £8,000 + 20% VAT = £9,600.
During due diligence the solicitor spots that a former contractor's IP was never assigned to the company, and gets a written assignment signed before completion. Left unfixed, that gap would have stalled Ade's Series A two years later, when it would have been far harder and more expensive to chase a departed contractor. The £9,600 bought both the deal documents and the fix.
Where founders go wrong
Treating warranties as boilerplate
— they are promises you may answer for personally; read every one against the truth.Signing the investor's articles unread
— control and preference terms set here govern your company for years.Assuming the investor's lawyer protects you
— they act for the investor; you need your own regulated adviser.Not agreeing who pays fees up front
— settle it in the term sheet, capped, so completion holds no surprises.
Related questions
Is a lawyer legally required to raise a seed round?
No. There is no law requiring legal representation to issue shares or sign an investment agreement. But for anything beyond a simple friends-and-family raise it is strongly advisable, because the documents carry warranties and obligations that are hard to unwind once signed. [More: What documents do I need to close a seed round in the UK?]
Which seed-round documents most need a solicitor?
The investment or subscription agreement, the new articles of association, and the disclosure letter. These carry the warranties you give investors — sometimes personally — and set the control terms that govern your company for years, so they sit firmly on the "do not DIY" list. [More: What legal work can founders safely DIY?]
Who pays the legal fees in a seed round?
It is a negotiated term, usually settled in the term sheet. Founders often expect to cover the company's own costs and sometimes contribute to the investor's, frequently up to a cap. Confirm the arrangement in writing before completion so there are no surprises. [More: Who pays the legal fees in a funding round?]
How much does the legal side of a seed round cost?
As a rough guide, a company-side seed round commonly costs £5,000–£15,000 plus VAT. The figure is driven by the number of investors, how many negotiation rounds the terms go through, and how clean your existing cap table and paperwork are. [More: How much do startup lawyers cost in the UK?]
A seed round is the moment your warranties and control terms are set in stone, and it is the wrong place to learn what you signed. A SuLe solicitor can act on the company side for a clear fixed fee and flag the founder protections worth negotiating. Book a free 15-minute consultation
Keep reading: How much do startup lawyers cost in the UK? · What is a term sheet review and is it worth it? · What legal work can founders safely DIY? · What documents do I need to close a seed round in the UK? · What founder protections should I negotiate in a term sheet? · Who pays the legal fees in a funding round?
Primary sources: Solicitors Regulation Authority
